Polimoda Organization, Management and Control Model (Ex Legislative Decree 231/01) The legislative decree n° 231/2001 (hereinafter “the decree”) introduces a new form of responsibility for a corporation, qualifying as administrative but essentially of a criminal nature for certain types of crimes committed by its administrators and employees as well as persons acting on orders from or in the name of the Association for the Applied Arts in Fashion and Design known as Polimoda (hereinafter Polimoda or the the Association). In respect to the decree, Polimoda, with the deliberation of the Administrative Board of Directors on November 20, 2009, has adopted its own Organization, Management and Control model (hereinafter “the Model”). In synthesis the Polimoda Model is comprised of the following documents: Summary document of model 231, subdivided in three parts: General Interests, special interests and appendices The Rules of Conduct or the Statute of the Vigilance Committee The code of Ethics Disciplinary measures Control Protocols A. The general interests part of the summary document, besides illustrating the general profile of the decree law n° 231/2001 and a brief overview of the duties and powers of the Vigilance Committee, is principally dedicated to representing: the Model adopted by Polimoda including the procedure and approval of said model the drafting procedure of Model 231 the organizational structure the Model elements identification of risk situations and activities the controls to manage risk activities code of ethics disciplinary system selection, training and information B. The special interests section of the summary document is divide in three parts: Methodolgy of the drafting of the Model Specific protocols with regards to programming of training and implementing decisions Appendices: Risk Assessment Protocols relative to crimes against the Public Administration Protocols relative to corporate crimes Protocols relative to offenses of handling, laundering, and utilizing cash, assets or utilities of illicit origin Protocols relative to manslaughter, serious personal injury or grievous bodily harm in breach of the health and safety work regulations Protocols relative to cyber crimes Protocols relative to activities instrumental in the aiding or abetting of a crime Code of ethics Rules of the Supervisory Committee Disciplinary System The Legislative Decree n° 231/2001 The Confindustria Guidelines A brief description of the Polimoda Model follows.
GENERAL SECTION OF THE SYNTHESIS DOCUMENT
In the general section of the synthesis document the constituting elements of the Model are illustrated. The organizational system and the system of corporate governance are represented in the document of Synthesis. The approval and power of attorney system guarantee correspondence between the role attributed to the interested party and the purchasing power of the same party. The power of attorney and delegation are available for verification. The Association code of ethics, moreover, conforms to the principals indicated in the Confindustria guidelines. The Code of Ethics identifies all recipients (statutory bodies, upper level management, employees as well as third party recipients) and contains the reference of ethical principles as well as standards of conduct which all recipients must adhere to. A separate section is dedicated to the implementation and supervision of compliance to the Code of ethics. Violations of the Code of ethics are punishable according to the disciplinary regulation system. As well as the Code of Ethics the disciplinary regulation system is not only synthetically summarized in the Model, but also is the subject of a specific detailed document. The Model is to be formally communicated to all the statutory bodies, as well as the upper level management and employees by means of training as well as digital support published on an intranet web. For third party recipients the Model index is available on the internet site. With regards to the training and information of the recipients, the supervisory committee is entrusted with promoting and monitoring the implementation of initiatives favoring adequate knowledge and awareness of the model and its protocols. As rendered necessary, training activities (courses, seminars, questionnaires) are provided for, differentiated by the roles and responsibilities of the interested parties. With regard to the supervisory committee, the board of directors has approved a document detailing the duties and operation of the said committee. The nominated supervisory board is comprised of a collective body. The Model has provided for cases of ineligibility or relinquishment as well as a very detailed and precise description of duties and powers held by members of the Supervisory Committee. Particular attention has been dedicated to the flow of information to and from the Supervisory Committee which is therefore enabled to bring the results of its activities and critiques to the attention of the Board of Directors and the Board of Auditors and granted the conditions to perform its assigned duties. To aid in the flow of information an email address has been created dedicated to the Supervisory Committee (firstname.lastname@example.org). Eventual observations may be sent either to the aforementioned e-mail address or to the Supervisory Committee at Polimoda, Via Curtatone, 1 – 50123 Firenze. These observations may also be sent anonymously.
SPECIAL SECTION OF THE SYNTHESIS DOCUMENT
The three sections of the special interests part previously mentioned constitute the synthesis of risk assessment activity carried out by the Association and have the following objectives: to promote the knowledge of crimes, according to the Decree, significant to the activity of Polimoda to represent where ever necessary the areas and activities at risk and the persons therein involved to identify where ever necessary, the offenses theoretically possible in order of each area and activity at risk. to identify the general principals of vigilance (monitoring) in existence at Polimoda to reiterate the principals of conduct to be maintained when preforming activities at risk of violation All third party recipients, where interested, can direct questions and requests for further information regarding the Polimoda Model to: Organismo di Vigilanza, Polimoda, Via Curtatone, 1 – 50123 Firenze, or to the email address: email@example.com. General section index Special section index Code of ethical conduct